Agreement of cooperation

PUBLIC OFFER

about the conclusion of the contract of paid rendering of services

(for sellers)

 

City  Moscow                                                                           «07» December 2019 y

 

  This document in accordance with article 435 of the Civil Сode of the Russian Federation is an offer of an individual Individual entrepreneur Bocharova I.V. OGRNIP  319508100302919 about the conclusion of the contract of paid rendering of services of use of http Service: https://embroiderydreams.club , hereinafter referred to as "Services" addressed to legal entities and individual entrepreneurs (hereinafter - "Sellers").
  In the case of acceptance of the offer by the Seller, he is considered to have concluded a Service agreement with the Service (hereinafter-the "Agreement") on the terms provided for in this document.
  In accordance with paragraph 3 article 438 RF CC the offer acceptance is equivalent to signing a contract on the terms set forth in the offer.

1.TERMS AND DEFINITION

1.1. Offer - an offer to the Seller to conclude a contract on the terms set forth in this document.
1.2. Buyer – a registered user who wants to purchase and / or purchases Goods on the Service from a particular Seller.
1.3. Seller – a registered user of the Service, a legal entity, an individual entrepreneur who accepts the terms of this Agreement, delivers the Goods to the Buyer, and is responsible for the quality of the Goods and their compliance with the Order. Information about the Order is accepted by the Seller using the software available on the Service.
1.4. Service- an Internet trading platform under the domain name "https://embroiderydreams.club", that allows registered and authorized Sellers to post information about the sale of Goods on an individual page-showcase, and registered and authorized Buyers - to make purchases of these Goods. The Service is not an intermediary between the Buyer and the Seller, it is not the Seller or manufacturer of the Product placed on it, so it is not responsible for its quality, quantity, or delivery. The Service administers Individual entrepreneur Bocharova I.V. OGRNIP  319508100302919
1.5. Goods - goods placed by Sellers on the Service, which can be purchased by Buyers (programs for embroidery machines, handmade goods, training courses on needlework). 
The range of Goods available for sale by Sellers on the Service can be changed at the initiative of the Offeror.
1.6. Order - the Buyer's request (application) accepted and duly executed by means of the software for the purchase and subsequent delivery of Goods by the Seller to the address specified by the Buyer.
1.7. Personal account - personal page of the Seller on the Service, access to which is provided to the Seller after authorization on the Service.
1.8. The Offeror is an individual entrepreneur Irina Bocharova OGRNIP 319508100302919.

2.GENERAL TERMS AND SUBJECT OF THE OFFER


2.1.The Offeror provides the Seller (the Service user) with services for using the functionality of the Service, as well as information services in accordance with the terms and conditions of this Offer. Information

services consist in the presentation of information by the Service to Buyers and Sellers in the form of a blog and the possibility of dialogue in the forums posted on the Service.

2.2. The Seller accepts and processes the Buyers ' Orders, undertakes to deliver the Goods according to the processed Order, and the Buyer-to accept and pay for the Goods.

2.3. For the services rendered by the Service, the Sellers pay the Service the fee specified in section 6 of this Agreement.

2.4. The Service does not bear any material or other responsibility to the Buyer for the actions and/or omissions of the Seller related to the timely delivery of the Goods after payment by the Buyer.
2.5. Full and unconditional acceptance of this offer is the fact of registration of the Seller on the Service. The seller who has registered on the Service is considered to be a person who has entered into relations with the Service on the terms of this offer. Two-way signing of the contract is not required.
2.6. The Offeror reserves the right to make changes to this offer, in connection with which the Seller undertakes to monitor changes in it regularly, posted at: https://embroiderydreams.club .
2.7. Not familiarizing the Seller with the offer does not remove him from responsibility to the Offeror and Buyers.
2.8. Ownership of the Goods passes to the Buyer upon actual receipt of the Goods from the Seller by the Buyer (or his representative) and after the full payment of the Goods cost. The risk of accidental loss or damage to the Goods passes to the Buyer from the moment of actual transfer of the Goods from the Seller to the Buyer.

2.8.1. When purchasing a digital file, the buyer certainly accepts the following:
The author of a design, scheme or training video is the only copyright holder whose copyright is protected by the current legislation of the Russian Federation (paragraph 4 of article 1259 of the Civil Code of the Russian Federation). You agree not to take any action that may be considered copyright infringement.
It is allowed to use the design for personal purposes, its embroidery as a gift or on items for sale. 
The sale of the design, its distribution (including in a revised form), donation, and any reproduction of its image without specifying the authorship are not allowed and will be considered as copyright infringement.
All possible disputes arising out of the violation of this Agreement or connected with it shall be resolved in accordance with the current legislation of the Russian Federation.

2.9. Prices for Goods and methods of delivery are determined by the Seller unilaterally and are indicated on the pages of the Service. The price of Goods is specified in rubles of the Russian Federation.
2.10. All claims related to the delivery time of the Goods and its return/exchange, quality, quantity and other characteristics are solved by the Seller and the Buyer without the participation of the Service(the Offeror). In this case, the Seller undertakes to take all necessary legal measures to resolve the dispute with the Buyer properly (including in order to prevent the violation of the reputation of the Service).
2.11. Regardless of the fact of registration or authorization of the Seller on the Service, the use of the Service, including viewing the information posted on the Service, means the Seller's consent to this Offer.
2.12. The use of materials and functions of the Service is regulated by the current legislation of Russian Federation.
2.13. Any illegal use of the Service, information and other materials posted on it is prohibited.



3.REGISTRATION

3.1. The seller wishing to receive services from the Service is obliged to undergo the registration procedure. Registration is free, available to all Sellers. The Service considers the Seller's candidacy and registers it after final approval.
3.2. Registration of the Seller is carried out by filling in special forms listed on the Service. It’s necessary to enter the original data in the registration forms.
3.3. Each Seller can go through the registration procedure only once. Registration of multiple accounts is not allowed. When registering, the Seller is assigned a login and password. Upon completion of the registration process, the Seller becomes the owner of the account. For authorization on the service, the Seller uses a login and password.
3.4. The Seller is solely responsible for the safety of his login and password.
3.5. The Service represented by the Offeror has the right to block the Seller's access to the personal account and sales of Goods with the simultaneous termination of the placement and display of his Goods or without it. The Service represented by the Offeror has the right to block or delete the Seller's account at any time without the possibility of restoring it.
3.6. Actions performed using the login and password of the Seller are recognized by the Parties as committed by the Seller and have the force of a simple electronic signature.
3.7. The seller is responsible for any actions performed using the Seller's login / password, e-mail address, phone number (including the actions of employees and third parties), as well as for the safety of his login/password and for losses that may arise due to unauthorized use of the Seller's personal account and his simple electronic signature.
3.8. In case of theft/loss of login or password, the Seller shall independently take the necessary measures to re-register on the Service or request the Service to restore the account of the Personal account.

 

4.ORDER OF INTERACTIONS OF THE PARTIES

4.1. The Seller independently places information of the Goods cost. At the same time the Service controls the loading of product items on a particular page and reserves the right to refuse to place the Goods without explanation.
4.2. Information about the Goods placed on the Service is indicated solely on the basis of data provided by the Seller. The Service is not responsible for the accuracy of the information provided by the Seller in the description of the Goods, its quality and authenticity.
4.3. Each Seller chooses his own methods of Goods delivery, which he indicates on his page on the Service.
4.4. The Seller independently carries out the implementation of the Order to the Buyer. The Seller is informed that when sending the Goods outside the Russian Federation, the parcel must contain an invoice, without which the Goods will not pass the customs of the receiving state in which the Buyer resides.
4.5. The Seller at registration on Service and at acceptance of the order of the Buyer guarantees the paying capacity, the full right and powers to conclude and execute this offer.
4.6. If the Seller does not comply with the stated delivery time, as a result of which the execution of the Buyer's Order is delayed, the Seller shall notify both the Buyer and the Service. The decision to wait for or cancel the specified Goods from the Buyer's Order is made by the Buyer.
4.7. The services are considered to be fully rendered by the Seller from the moment the Goods are sold to the Buyer, and the Act of acceptance and transfer of the services rendered is not signed.
4.8. The Buyer sends questions arising about the quality and delivery of the Goods to the Seller. The Seller independently resolves the dispute with the Buyer. The Service takes part only as a consulting and information intermediary in disputes arising between the Seller and the Buyer.

 

5.      RESPONSIBILITY

5.1. The Parties shall be liable for improper performance of their duties in accordance with this Agreement and the current legislation of the Russian Federation

5.2. In case of violation of the payment term established by paragraph 6 of the agreement, the service User is obliged to pay the Offeror a penalty of 1% of the cost of unpaid or untimely paid services. The penalty is paid within 3 (three) business days from the moment the Offeror sends the corresponding notification (claim) to the service User.
5.3. The Buyer, the Seller agree that:
5.3.1.  Within the framework of the purchase and sale of Goods, the Buyer and the Seller are solely responsible for the performance of their obligations to each other.
5.3.2.  The Seller independently bears guarantee obligations to the Buyer concerning Goods without participation of Service.
5.3.3.  The Seller is liable for damage caused to the Buyer, third parties in the sale of Goods of inadequate quality; unless it proves that the damage was caused due to circumstances for which the Buyer himself or the third party is responsible.
5.3.4.  The risk of accidental death or accidental damage of the Goods before its acceptance by the Buyer is borne by the Seller. The risk of accidental death or accidental damage of the Goods before its transfer to the delivery service is borne by the Seller.
5.3.5.  The Seller is personally responsible for checking this Offer for changes in it.
5.3.6.  The fact of execution of the command on the Service, including the use of professional technical tools of the Service, startup, click, keystroke, etc. means the will of the Seller in relation to the execution of the Buyer's Order.
5.4. The Offeror is not responsible:

5.4.1.  for the compliance of the Goods with the terms of the Order, for the actions of the Seller and the expectations of the Buyer;
5.4.2.  for the authenticity, uniqueness, practical applicability and value of the Goods sold by the Seller;
5.4.3.  for losses and / or lost profits of the Seller and / or third parties, regardless of whether the Offeror could foresee the possibility of such losses or not.
5.4.4.  for actions and / or inaction resulting directly or indirectly from the actions/inaction of any third parties;
5.4.5.  for use (impossibility of use) and other consequences of use (impossibility of use) by the Buyer of the Goods received from the Seller;
5.4.6.  for not functioning of the Site in connection with hosting problems, ddos attacks on the Site or hosting, other reasons that do not depend on the Offeror (disruption of public communication channels, services that provide User access to the services of the Offeror).
5.4.7.  for non-receipt by the Buyer of the Goods, regardless of the reason for its non-receipt.
5.5. The seller understands and agrees that the Service is provided "as it is" and "to the extent available", in accordance with generally accepted principles in international practice. The Service does not give any guarantee that it will meet the requirements of the Seller, or that the use of the Service will be continuous, timely, secure or error-free.
5.6. The Offeror is responsible for the storage and processing of the Buyer's personal data and ensures the confidentiality of this data during their processing in accordance with the current privacy Policy regarding the processing of personal data.
5.7. The Offeror is not responsible for the personal data of the Users of the Service stolen as a result of hacker attacks.
5.8. Under no circumstances shall the Offeror be liable to the Buyer for the actions and/or omissions of the Seller, including: if the Goods were not delivered to the Buyer or were delivered in violation of the deadline agreed with the Seller; if circumstances occurred during the delivery of the Goods that led or could lead to material and/or other damage to the Buyer and/or his property.
5.9. The Offeror undertakes to make all possible efforts for the proper provision of Services, but is not responsible for the inability to provide Services in the case of:
·         technological failures of public communication channels through which access to the Services is carried out, or loss of access to the Internet-until the restoration of access; 
·         the presence of signs of unauthorized access to the personal account of the Buyer-for the duration of such circumstances; 
·         in cases falling under the definition of force majeure-for the duration of such circumstances.
5.10. The Service has no obligation to notify any third parties about the loss of access to the personal account by the Seller and for possible consequences arising from the absence of such notice. 
5.11. The Offeror is released from liability for partial or complete non-performance of obligations if the improper performance of obligations was the result of force majeure, namely: flood, fire, earthquake, snow drift, landslide, etc., war, military actions, blockade, acts of authorities and management (prohibition of export, import), epidemics, strikes and other unmanageable circumstances, if these circumstances directly violate the performance of the Agreement.
5.12. The Service is not responsible for the actions of third parties resulting in the theft/loss of the login or password of the Seller, as well as any costs, damages and / or lost profits incurred by the Seller in connection with unauthorized access of third parties to the personal account of the Seller.
5.13. The Service is not responsible for the content of the information provided by the Sellers, including the content of the ads, the use of trademarks, logos of third parties and other components of the ads and other sections of the Service formed by the Sellers. 

 

6.      FINANCIAL TERMS

6.1. Funds received from Buyers for transactions with Sellers are transferred to the Seller's personal account. The Offeror, under no circumstances, acts as a tax agent, intermediary, or agent of the Seller and does not perform their functions or duties.
6.2. The method of payment for the Goods by the Buyer is a transfer of funds to the Seller's individual account, placed in the PayPal payment system. 
6.3. The Buyer pays the cost of the Goods through the use of the Service in a non-cash form by transferring funds to the Seller's account. The Buyer's obligation to pay the cost of the Goods is considered fulfilled from the moment of crediting funds to the Seller's account.
6.4. The cost of the services rendered in accordance with paragraph 2.1. of  this agreement is::
6.4.1. 15 % of each Digital Product sold by the Seller (purchased by the Buyer). 
6.4.2. 10 % of each handiwork ready product sold by the Seller (purchased by the Buyer).
6.5. The Offeror sends an invoice for the services rendered To the User's address (email address specified by the service user during registration) (in accordance with paragraph 6.4.of the agreement) no later than the 3rd (third) day of each month. 
6.6. The Invoice specified in paragraph 6.5. of the Agreement must be paid by the service User no later than the 10th day of the month in which it was received by the service User.
6.7. The day of payment for services rendered is the day when funds are credited to the Offeror's current account.
6.8. The Offeror has the right to terminate this agreement unilaterally in case of violation of the payment terms.
6.9. The payment system Commission is the Seller's expenses and is included in the amount from which the payment for services provided in paragraph 2.1. of the agreement is calculated.
6.10. No refund is made for services rendered To the user of the service.

 

7.      OBLIGATIONS OF THE PARTIES

7.1. Service Responsibilities:
7.1.1 To provide the Seller with the Services provided for in paragraph 2.1 of the agreement connected with performance of these services if these requirements are not contradicted with this Agreement or the information specified on Service;
7.1.2 To maintain the confidentiality of the data provided by the Seller and not disclose it to third parties, unless otherwise provided by the Agreement or Federal law No. 152-FZ of 27.07.2006 "on personal data".
7.1.3 When rendering Services to be guided by the current legislation of the Russian Federation;
7.1.4 To maintain proper technical functioning of the Service.
7.2. Obligations Of The Seller:
7.2.1 To pay for Services in accordance with the terms set out in the Offer;
7.2.2 To deliver to the Buyer the Goods of proper quality, in the appropriate quantity and within the time specified in the Order;
7.2.3 To comply with the requirements of the current legislation of the Russian Federation, the provisions of the Offer when using the Services.
7.3. Rights of the Offeror:
7.3.1 To change the terms of the offer, due to the continuous improvement of the technology of Services;
7.3.2 To refuse the Seller to place the Goods on the Service without any explanation;
7.3.3 In the event of claims of the Buyer about the quality of the Goods to address claims to the Seller as a person who is responsible for the warranty for the Goods;
7.3.4 To suspend the Service at any time without prior notice in order to update the Service, as well as for maintenance purposes. The Service may also be suspended in case of technical failures and for other reasons beyond the control of the Service;
7.3.5 To stop the demonstration of Goods on the Service if it violates or may violate this Offer or the current legislation of the Russian Federation.
7.4. Seller's Rights:
7.4.1. To apply independent ways of Goods delivery for the purpose of the maximum satisfaction of Buyers interests;
7.4.2. To have access to the Service at any time, except for the time of preventive maintenance and technical failures;
7.4.3. To use the Service within its functionality and under the terms established by this Offer.

8.          DISPUTE RESOLUTION

8.1.  The Parties need to resolve all disputes, disagreements and claims that may arise in connection with the performance, termination or invalidation of the contract through negotiations. The Party with claims and / or disagreements sends to other Party the message with indication of the arisen claims and/or disagreements.

8.2.  The message is sent by the Buyer to the address [email protected] , as well as in writing by sending to registered mail with a notice of delivery and an inventory of the attachment. The message must contain the essence of the claim and evidences supporting the claim.

8.4.  The dispute shall be considered in court at the location of the Service if the reply to the message is not received by the sending Party within 30 (thirty) working days from the date of sending the corresponding message, or if the Parties do not come to an agreement on the claims and/or disagreements.

8.5.  The Parties shall be liable for non-performance or improper performance of obligations under this Agreement in accordance with the legislation of the Russian Federation.

8.3.  The Party receiving the original message is obliged to send a response to this message within 15 (fifteen) working days from the date of receipt.


9.          FINAL STATEMENTS

9.1.  The Seller has the right to use the Service on the entire territory of the Russian Federation, as well as other territories in which it is available through using standard computer tools and programs.

9.2.  The user of the Service, in accordance with Federal law No. 152-FZ of 27.07.2006 "on personal data", gives the Offeror consent to the collection, storage and processing (including automated) of information related to personal data (hereinafter referred to as " Personal data») The service user or a third party for whose benefit the service User enters into this agreement (surname, first name, patronymic, registration address, place of residence, contact phone numbers, email addresses, payment amounts) including collection, systematization, accumulation, storage, clarification (update, change), use, distribution (including transfer), depersonalization, blocking, and destruction of personal data. Personal data is processed for the purpose of entering into this Agreement, any other agreements and their further execution, making settlements with the Service User, making decisions or performing other actions that generate legal consequences for the service User or third parties. When accepting the Offer, the service user agrees to receive advertising information.

9.3. The Agreement enters into force from the moment of Acceptance of this Offer- Agreement and is valid indefinitely or until its termination on the grounds provided for in this Agreement, including in the absence of technical capability to provide Services.

9.4.  The contract may be terminated prematurely in case of termination (blocking) of the Seller's access to the personal account in connection with the Seller's violation of the documents governing the operation of the Service, or termination of such access at the Seller's initiative. Until the termination of access to the personal account at the initiative of the Seller, the latter informs the Service and the Parties make settlements on the obligations arising.

9.5.  The agreement represents all terms agreed between the Parties with regard to its subject matter and supersedes all prior understandings, representations and any kind of agreement between the Parties with regard to its subject matter, unless otherwise expressly agreed by the Parties.

9.6.  In all other matters that are not provided for in this agreement, the parties shall be guided by the current legislation of the Russian Federation.

10.     ADRESS AND DETAILS OF THE SERVICE

Legal address:
141195
RF, Moscow region, Fryazino
TIN/ IEC
505203575529  / ______________
OGRN 319508100302919
CURRENT ACCOUNT № 40802810202500078886 RUB
BANK Филиал ТОЧКА ПАО БАНКА "ФК ОТКРЫТИЕ"
Corresponding account
30101810845250000999
BIC 044525999 
____________________ /____________/
LS.